WBEV Winc Inc

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES                                                                                   
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940                       

1. Name and Address of Reporting Person * Thelen Matthew Jonathan Alan	2. Issuer Name and Ticker or Trading Symbol Winc, Inc. [ WBEV ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) See remarks
(Last)          (First)          (Middle) 1751 BERKELEY ST., STUDIO 3	3. Date of Earliest Transaction (MM/DD/YYYY) 1/27/2022
(Street) SANTA MONICA, CA 90404 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	1/27/2022		A		37613 (1)	A	$0	206969	D
Common Stock								31250	I	See footnote (2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:
(1)	Represents an award of restricted stock units (RSUs), which will vest with respect to 25% of the RSUs on January 1, 2023, and the remaining 75% of the RSUs will vest in 16 quarterly installments thereafter, subject to the reporting person's continued service through the applicable vesting date. The RSUs will be settled in shares of the Issuer's common stock upon vesting.
(2)	Represents securities held of record by Little Lion's Share LLC. The Reporting Person may be deemed to beneficially own shares held by Little Lion's Share LLC by virtue of his shared control over Little Lion's Share LLC.

Remarks: Title of Reporting Person: General Counsel and Chief Strategy Officer

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Thelen Matthew Jonathan Alan 1751 BERKELEY ST., STUDIO 3 SANTA MONICA, CA 90404			See remarks

Signatures
/s/ Matthew Thelen		1/31/2022
**Signature of Reporting Person		Date